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<br />5
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<br />SECTION 9
<br />Proprietary Rights and Confidentiality
<br />
<br /> 9.1 Proprietary Rights. All trademarks,
<br />service marks, patents, copyrights, trade secrets
<br />and other intellectual property rights in the
<br />Application(s) (collectively, "Materials") are and
<br />will remain the exclusive property of EP or its
<br />licensors, whether or not specifically recognized
<br />or perfected under applicable local law.
<br />Customer will not create derivative works of,
<br />modify, assign, sublicense, sell, rent, reverse
<br />engineer, disassemble or decompile the
<br />Materials. Any rights not expressly granted
<br />herein are reserved to EP or its licensors.
<br />Customer will not take any action that jeopardizes
<br />EP’s proprietary rights in the Materials or acquire
<br />any right in the Materials. The obligations of
<br />Customer under this Section 9.1 shall survive the
<br />expiration or earlier termination of this
<br />Agreement.
<br />
<br />9.2 Confidential Information of Customer.
<br />
<br />(a) EP may receive from Customer, or
<br />otherwise acquire, certain confidential,
<br />proprietary, and/or valuable information of
<br />Customer, its affiliates, predecessors,
<br />successors or permitted assigns and/or business
<br />collaborators, including without limitation the
<br />Customer Data (any such information shall
<br />hereinafter be referred to as the “Confidential
<br />Information”). All Confidential Information shall
<br />remain the sole and exclusive property of
<br />Customer, its affiliates, predecessors,
<br />successors or permitted assigns and/or business
<br />collaborators as the case may be. EP hereby
<br />covenants, represents and warrants that EP shall
<br />treat confidentially and maintain in strict
<br />confidence all of the Confidential Information and
<br />shall not disclose, in whole or in part, directly or
<br />indirectly, any Confidential Information to any
<br />person or entity other than to its employees who
<br />have a need to know such information for the
<br />benefit of Customer to further this Agreement
<br />and/or the Support Services; provided, however,
<br />that EP nor any of its employees shall directly
<br />access the Confidential Information without the
<br />prior written consent of the Customer.
<br />
<br />(b) Upon termination or expiration of this
<br />Agreement, EP shall return to Customer any and
<br />all of the Confidential Information (in accordance
<br />with Section 5.2(c)).
<br />
<br />(c) EP shall cause its employees to comply
<br />with the obligations in this Section 9 and shall
<br />advise its employees of the obligations
<br />hereunder. The obligations set forth in this
<br />Section 9 shall survive the expiration or earlier
<br />termination of this Agreement.
<br />
<br />(d) Customer understands and
<br />acknowledges that the technical processing and
<br />transmission of the Applications, including
<br />Customer Data, may involve (i) transmissions
<br />over various networks; and (ii) changes to
<br />conform and adapt to technical requirements of
<br />connecting networks, devices or services.
<br />
<br />(e) In the event that EP is requested,
<br />pursuant to subpoena or other legal process, to
<br />disclose any of the Confidential Information, EP
<br />shall provide the Customer with immediate notice
<br />so that Customer may seek a protective order or
<br />other appropriate remedy and/or waive
<br />compliance with the provisions of this Agreement.
<br />In the event that such protective order or other
<br />remedy is not obtained or that EP waives
<br />compliance with the provisions of this Agreement,
<br />EP (or such other person) shall furnish only that
<br />portion of the Confidential Information which is
<br />legally required.
<br />
<br />(f) In the event of any act, error or omission,
<br />negligence, misconduct, or breach that
<br />compromises or is suspected to compromise the
<br />security, confidentiality, or integrity of Customer
<br />Data EP shall notify Customer as soon as
<br />practicable but no later than twenty-four (24)
<br />hours of becoming aware of such occurrence.
<br />
<br />SECTION 10
<br />Miscellaneous
<br />
<br />10.1 Notices. All notices, requests, claims,
<br />demands and other communications under this
<br />DocuSign Envelope ID: 20294076-4C52-4D16-AEB5-11525F0852A4
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